Where does debt assumed go on a form 8594 when filing business sale taxes?
I'm in the process of buying a small lawn care business and I'm stuck on the tax paperwork. I'm taking over about $27,500 in equipment loans as part of the purchase. I've been trying to figure out where on Form 8594 (Asset Acquisition Statement) I'm supposed to record this assumed debt. The instructions for the form don't clearly outline where liabilities assumed should be input. I've read through it three times and still don't get it! The form talks about "consideration paid" but doesn't specifically mention where to put debt you're taking over. Am I missing something obvious here? This is my first business purchase and I want to make sure I'm filing everything correctly before the 2025 deadline. Thanks for any help!
33 comments


Harper Hill
Great question about Form 8594! The form itself doesn't have a specific line for "debt assumed" because it focuses on allocating the purchase price across asset classes. However, the assumed debt actually factors into the total purchase price. Here's how to handle it: The total consideration paid includes both cash and any liabilities you assume. On Form 8594, you'll report the total purchase price (cash paid PLUS liabilities assumed) and then allocate that total across the asset classes in Part III. So if you're paying $50,000 cash and assuming $27,500 in debt, your total consideration would be $77,500 to allocate. Make sure to keep detailed records showing how you calculated the purchase price, including documentation of the assumed debt. This will be important if you're ever audited.
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Lucas Adams
•Thanks for explaining that! So just to make sure I understand correctly - I don't need to separately list the debt anywhere on the form itself? I just add it to the cash I'm paying and put that total in the "consideration paid" field? What about the seller's side of things? Do they need to report the debt I'm assuming differently than I do?
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Harper Hill
•You've got it exactly right - you don't separately list the debt on the form itself. You simply include it as part of the total consideration paid. That total amount (cash plus assumed debt) is what you'll allocate across the different asset classes. For the seller, they handle it the same way on their version of Form 8594. They report the total consideration received (cash plus liabilities you're assuming) and allocate it across the asset classes. Both buyer and seller should be reporting the same total consideration amount, just from opposite perspectives. This is why the IRS requires both parties to file the form - so they can match them up.
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Caden Nguyen
After struggling with a similar business purchase last year, I finally found taxr.ai (https://taxr.ai) and it was a game-changer for sorting out my Form 8594 issues. I uploaded the sale contract and it immediately identified how to handle the assumed debt in the purchase price allocation. It walks you through exactly where that $27,500 in equipment loans should be factored in and how to properly document it for both parties.
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Avery Flores
•Did it help with figuring out how to allocate across the different asset classes too? I've heard that's the trickiest part and the one the IRS tends to scrutinize.
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Zoe Gonzalez
•I'm a bit skeptical - how exactly does it handle the allocation part? Because that seems like something that would need professional judgment rather than just an algorithm.
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Caden Nguyen
•It absolutely helped with allocating across the different asset classes. The system analyzed my purchase agreement and suggested appropriate allocations based on fair market value principles, helping me avoid red flags that might trigger IRS scrutiny. Regarding professional judgment, that's what impressed me most. It doesn't just use algorithms - it incorporates professional tax guidance into its analysis. It helps identify which assets might be eligible for immediate expensing versus depreciation, and explains the tax implications of different allocation approaches. You still make the final decisions, but with much better guidance than I had trying to figure it out alone.
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Avery Flores
Just wanted to follow up after trying taxr.ai for my business purchase documentation! I was struggling with similar Form 8594 issues with assumed debt and their system really simplified everything. It analyzed my purchase agreement and showed exactly how to handle the assumed equipment loans. What really surprised me was how clear the explanations were - it pointed out that I needed to include some closing costs in my basis calculation that I would have completely missed. Saved me from what would have been an expensive mistake!
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Ashley Adams
If you're having trouble getting clear answers about Form 8594 and assumed debt, you might want to try Claimyr (https://claimyr.com). I spent days trying to get through to the IRS for clarification about a business purchase with assumed debt. Used their service and got connected to an actual IRS agent in about 20 minutes instead of the usual 2+ hour wait. You can see how it works here: https://youtu.be/_kiP6q8DX5c. The agent walked me through exactly how to report the assumed debt on my forms and explained some nuances about goodwill allocation that none of the online resources mentioned.
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Alexis Robinson
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Zoe Gonzalez
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Ashley Adams
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Zoe Gonzalez
I have to admit I was completely wrong about Claimyr. After my skeptical comment, I decided to try it anyway because I was desperate for help with my business acquisition taxes. Got connected to an IRS agent in 35 minutes when I'd previously wasted an entire day trying to get through. The agent explained exactly how to handle the assumed debt on Form 8594 and corrected some serious mistakes I was about to make with my goodwill allocation. Just wanted to update here since my initial reaction was so negative - this service actually delivered exactly what it promised.
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Aaron Lee
Don't forget that your allocation of the purchase price (including assumed debt) across asset classes on Form 8594 has important implications for depreciation. Assets in Classes I through V have different depreciation schedules, so how you allocate can significantly impact your future tax deductions.
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Lucas Adams
•That's a really good point I hadn't considered. Is there a strategic way to allocate that might be more beneficial tax-wise? Or does the IRS have strict rules about how you have to allocate across classes?
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Aaron Lee
•There are definitely tax implications to your allocation strategy, but you can't just allocate however you want. The IRS requires that allocations reflect the fair market value of the assets. That said, getting professional appraisals for equipment and other assets gives you some legitimate flexibility. For instance, allocating more to assets that qualify for bonus depreciation or Section 179 expensing can accelerate your deductions. However, allocations to Class VI (goodwill and going concern value) must be amortized over 15 years, which is less favorable. Just ensure your allocations are defensible if audited - having documentation of how you determined fair market values is crucial.
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Chloe Mitchell
When I filled out Form 8594 last year, I completely messed up the debt assumption part and had to file an amended return. Make sure you have a written agreement clearly specifying which debts you're assuming and their exact amounts. My seller and I had different understandings of which equipment loans were being transferred, and our 8594 forms didn't match!
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Michael Adams
•That's a great point. I always recommend attaching a supplemental statement to Form 8594 that clearly breaks down the consideration paid, including any assumed liabilities. Helps prevent mismatches between buyer and seller forms.
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Amina Toure
One thing that helped me when I was dealing with Form 8594 was creating a detailed spreadsheet that tracked every component of the purchase price. I listed the cash payment, each assumed debt with its balance, and any other consideration. This made it much easier to ensure the total consideration was correct and that both the seller and I were reporting the same amount. Also, don't forget that you'll need to continue making payments on those assumed equipment loans, so make sure you understand the terms and payment schedules. The IRS may want to see proof that you're actually responsible for the debt if they audit the transaction. Good luck with your lawn care business purchase! It's exciting to be starting your own venture.
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Sean O'Donnell
Lucas, I went through a similar situation when I bought my landscaping business two years ago. One additional tip that wasn't mentioned yet - make sure you get a clear breakdown from the seller of exactly which equipment loans you're assuming and their current balances as of the closing date. In my case, some of the equipment had multiple loans against it, and we had to be very specific about which ones transferred with the sale. Also, contact the lenders directly to confirm the assumption process - some equipment loans require formal assumption agreements that need to be filed with the lender before the transfer is official. Keep copies of all loan documents and assumption agreements with your tax records. If the IRS ever questions your Form 8594, you'll need to prove that you actually assumed responsibility for those specific debts. The documentation will also help if there are any disputes with lenders down the road about who's responsible for payments.
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Molly Hansen
•This is really helpful advice about getting the loan details sorted out properly! I'm curious - when you contacted the lenders directly, did any of them have specific forms or procedures for business asset transfers? I'm worried that some of the equipment loans might not be easily transferable, and I want to make sure I'm not getting into a situation where I think I'm assuming debt that the lender won't actually let me take over. Also, did you run into any issues with the timing? Like, do the loan assumptions need to be completed before you can file the Form 8594, or can you file the form based on the intended assumption and handle the lender paperwork separately?
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Josef Tearle
•Great question about lender procedures! Most equipment lenders do have specific assumption forms, and you're smart to worry about transferability. Some loans have "due on sale" clauses that technically require full payoff when ownership transfers, even if the seller tells you it's assumable. I'd recommend contacting each lender before finalizing the purchase agreement to confirm they'll allow the assumption. Get their approval in writing. Some required credit applications from me as the new borrower, others just needed proof of business insurance with them listed as additional insured. For timing - you can file Form 8594 based on the intended assumption as long as the purchase agreement clearly states your intent to assume the debt. The IRS cares more about the economic substance of the transaction. Just make sure you actually complete the formal assumptions within a reasonable time after closing. I handled mine within 30 days of the sale closing date. Keep documentation showing you tried to complete the assumptions properly, even if a lender initially delays the process.
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Carter Holmes
One critical point that hasn't been mentioned yet - make sure you understand how the assumed debt affects your basis in the acquired assets. The $27,500 in equipment loans you're assuming becomes part of your basis in those assets, which impacts your future depreciation deductions. Also, if any of the assumed equipment loans have interest rates significantly different from current market rates, there could be imputed interest implications under Section 483. This is more common with seller-financed debt, but it's worth considering if the assumed loans have unusually low rates. Document everything meticulously. I recommend getting written confirmation from each lender that they're aware of and approve the loan assumptions. Some lenders require the new borrower to go through a credit approval process even for assumptions, so start that early to avoid delays in your closing timeline.
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Amina Toure
•This is really valuable information about the basis implications! I hadn't thought about how the assumed debt would affect my depreciation calculations going forward. Quick question about the Section 483 imputed interest you mentioned - how would I know if the interest rates on these equipment loans are "significantly different" from market rates? Is there a specific threshold the IRS uses, or is it more subjective? The equipment loans I'm assuming are around 6.5% interest, which seems reasonable for equipment financing, but I want to make sure I'm not missing something that could create additional tax complications. Also, when you mention getting written confirmation from lenders about the assumptions - did you find that some lenders were more cooperative than others? I'm hoping to avoid any surprises where a lender suddenly decides they won't allow the transfer after we've already structured the deal around assuming their debt.
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Raj Gupta
•Great questions! For Section 483, the IRS generally looks at whether the stated interest rate is significantly below the Applicable Federal Rate (AFR) at the time of the transaction. At 6.5%, your equipment loans are likely fine - Section 483 issues typically arise with rates well below market or when there's no stated interest at all. You can check the current AFR rates on the IRS website to compare. Regarding lender cooperation - in my experience, larger institutional lenders (banks, credit unions) tend to have established procedures for loan assumptions and are generally more cooperative if you approach them early and professionally. Smaller or specialty equipment lenders can be more unpredictable. Some have been very accommodating, while others have strict policies against assumptions. My advice: contact each lender at least 30 days before your planned closing date. Explain the situation, ask about their assumption process, and request any required forms immediately. If a lender seems reluctant or has a complicated approval process, you might want to factor that into your purchase negotiations - maybe the seller pays off that particular loan at closing instead of you assuming it.
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Marcus Patterson
Just wanted to add another perspective from my recent business acquisition experience. When dealing with assumed debt on Form 8594, one thing that really helped me was creating a reconciliation worksheet that showed how the total consideration (cash + assumed debt) tied to the actual closing statement from the sale. The IRS likes to see consistency between your Form 8594 and the actual closing documents, especially if there were any adjustments made at closing for things like prorated expenses, deposits, or equipment loan payoffs. In my case, one of the equipment loans had an unexpected prepayment penalty that got added to the total consideration at the last minute. Also, @Lucas Adams, since you mentioned this is your first business purchase - don't forget that you'll need to file Form 8594 by the due date of your tax return for the year the purchase occurred. If you need an extension to get all the debt assumption paperwork sorted out properly, make sure to file for one before the original deadline. The penalties for late filing can be substantial, and getting this form wrong can trigger an audit since both buyer and seller versions need to match. Keep detailed records of every communication with lenders about the debt assumptions. If the IRS ever questions the transaction, you'll want to be able to prove that you legitimately assumed responsibility for those specific debts as of the closing date.
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Liam Duke
•This reconciliation worksheet idea is brilliant! I never thought about making sure the Form 8594 ties back to the actual closing statement, but that makes perfect sense from an audit perspective. @Marcus Patterson - when you mention the prepayment penalty that got added at the last minute, how did you handle that on the form? Did it get allocated to a specific asset class, or did you treat it as part of the general consideration? I m'worried about similar last-minute adjustments throwing off my calculations, especially since I m'already nervous about getting this right the first time. Also, thanks for the reminder about the filing deadline - I definitely don t'want to mess that up on top of everything else!
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Kiara Fisherman
•@Marcus Patterson That prepayment penalty situation is exactly the kind of detail that can trip you up! In my case, I treated the prepayment penalty as part of the total consideration for the equipment that had the underlying loan, since it was directly related to assuming that specific debt. It increased my basis in that equipment accordingly. The key is making sure your closing statement clearly documents what happened. I had my attorney add a line item showing the penalty was paid as part of the debt assumption, not as a separate transaction. This way, both my Form 8594 and the seller s'showed the same total consideration including the penalty. @Liam Duke - definitely get ahead of any potential last-minute adjustments by asking the seller upfront about prepayment penalties, loan fees, or other costs that might come up during the assumption process. Some equipment lenders charge assumption fees that aren t obvious'until you start the paperwork. Better to know about these costs during negotiations than to get surprised at closing! Also, consider having your accountant review everything before filing. The cost of professional review is usually much less than dealing with IRS penalties or audit issues later.
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Ethan Taylor
Lucas, I went through a similar situation when I purchased my accounting practice last year. One thing that really helped me was getting everything documented in the purchase agreement BEFORE closing. Make sure the agreement specifically lists each equipment loan you're assuming with the exact balance as of the closing date, the lender name, and the loan account numbers. I learned this the hard way when one of the equipment loans I thought I was assuming turned out to have a personal guarantee that the lender wouldn't transfer. We had to restructure that part of the deal at the last minute, which affected my Form 8594 calculations. Also, once you get your total consideration figured out (cash + assumed debt), the allocation across asset classes in Part III is crucial. Since you're buying a lawn care business, you'll likely have significant amounts going to Class V (furniture, fixtures, equipment) and possibly Class VII (goodwill). The equipment portion will give you better depreciation benefits than goodwill, so having proper documentation of equipment values is important. One practical tip: take photos and get written descriptions of all equipment being transferred. This helps support your asset allocation if the IRS ever questions it, and it protects you if there are disputes with lenders about what specific equipment secures each loan you're assuming.
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Luis Johnson
•@Ethan Taylor This is incredibly helpful advice, especially about the personal guarantee issue! I hadn t'even thought about that possibility. Can you tell me more about what happened when the lender wouldn t'transfer the personal guarantee? Did you end up having to pay off that loan entirely at closing, or were you able to work out some other arrangement? I m'particularly worried about this because I know the current owner personally guaranteed at least some of these equipment loans, and I have no idea if the lenders will be willing to release him and substitute me instead. This could really complicate my financing if I suddenly have to come up with extra cash to pay off loans that can t'be assumed. Also, your point about taking photos and getting written descriptions is smart - I ll'definitely do that during my final walkthrough. Did you find that having detailed equipment documentation helped with the asset allocation process, or was it more useful for the loan assumption side of things?
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Leo Simmons
@Lucas Adams, I just went through a similar acquisition with my landscaping business last month and ran into the exact same Form 8594 confusion! One thing that really helped me was contacting the equipment lenders early in the process to get their exact payoff amounts as of your planned closing date. Some of my equipment loans had daily interest accrual, so the balances were changing constantly. Also, make sure you understand the difference between assuming debt versus paying it off at closing. In my case, two of the equipment loans couldn't be assumed due to credit requirements, so we restructured the deal where the seller paid those off and I paid him more cash. This changed my total consideration calculation significantly. For the Form 8594 allocation, I found it helpful to get an equipment appraisal done by a certified appraiser. Yes, it cost about $2,500, but it gave me solid documentation for allocating the purchase price to Class V assets versus goodwill. The IRS is much more likely to accept your allocations if you have professional appraisals backing them up. One last tip - make sure your purchase agreement includes a clause about what happens if loan assumptions fall through. You don't want to get stuck scrambling for additional financing at the last minute if a lender unexpectedly denies the assumption!
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Javier Torres
•@Leo Simmons This is exactly the kind of detailed guidance I needed! The point about daily interest accrual is something I hadn t'considered - that could definitely throw off my calculations if I m'not careful about timing. I m'curious about the equipment appraisal you mentioned. Did you have the appraiser look at all the equipment, or just the higher-value items? With lawn care equipment, I m'wondering if it s'worth getting formal appraisals on smaller items like trimmers and blowers, or if I should focus on the bigger pieces like mowers and trucks. Also, that clause about loan assumption fallbacks sounds critical. Did you end up needing to use it, or did all your assumptions go through smoothly? I m'definitely going to add something like that to my purchase agreement - the last thing I want is to be scrambling for extra financing when I m'already stretching to make this purchase work. Thanks for sharing your experience - it s'really reassuring to hear from someone who just went through this process successfully!
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Amara Nnamani
Lucas, I recently completed a similar lawn care business acquisition and want to emphasize something that saved me from a major headache - make sure you get a detailed breakdown of exactly which equipment secures each loan you're assuming. In my case, I discovered that one mower was collateral for two different loans (one for the mower itself and another line of credit that used it as additional security). This created complications because paying off one loan didn't automatically release the lien on the equipment. I had to work with both lenders to sort out the lien releases and ensure clear title transfer. Also, don't forget about any existing maintenance agreements or warranties that might transfer with the equipment. While these don't directly affect your Form 8594, they can impact the fair market value of the equipment for allocation purposes. Some commercial mowers have extended warranty coverage that adds significant value. One practical suggestion: create a simple spreadsheet that lists each piece of equipment, its estimated fair market value, any loans secured by it, and any warranties or service agreements. This will help you with both the loan assumption process and the asset allocation on Form 8594. It also gives you a clear picture of what you're actually acquiring and what your ongoing obligations will be. The assumed debt becomes part of your basis in the business assets, so getting these numbers right from the start will save you headaches down the road with depreciation calculations and potential IRS questions.
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